Current Report Filing (8-k)
March 10 2023 - 5:26PM
Edgar (US Regulatory)
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2023-03-10
2023-03-10
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event
reported): March
10, 2023
Star Alliance International Corp.
(Exact name of small business issuer as specified
in its charter)
| Nevada |
333-197692 |
37-1757067 |
(State or other jurisdiction
of incorporation or organization) |
(Commission
File Number) |
(IRS Employer
Identification No.) |
| 5743
Corsa Avenue Suite 218, Westlake Village, CA 91362 |
| (Address of principal executive offices) |
| (833) 443-7827 |
| (Issuer’s telephone number) |
|
______________________________________________________
(Former name or former address, if changed since
last report) |
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2.
below):
| |
☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| None |
N/A |
N/A |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act. ☐
SECTION 1 – Registrant’s Business and Operations
| Item 1.02 |
Termination of a Material Definitive Agreement
|
On May 3, 2022, Star Alliance International Corp. (“Star”)
entered into a binding letter of Intent to acquire 51% of NSM USA, a Wyoming Company formed to own four lithium mines in Nigeria.
On May 3, 2022, Star Alliance International Corporation entered into
a binding letter of intent to acquire 51% of NGM USA, a Wyoming Company formed to own three gold mines in Nigeria.
Star was dealing with the same principals in both these transactions.
In both instances, Star agreed to invest $2 million to be used for
the equipment purchases and development of the mining operations per budgets to be provided. Star never received any documentation that
showed that the mining assets were transferred to NSM and NGM and Star did not provide the proposed funding. As a result, on March 8,
2023, the parties mutually agreed to terminate these two contracts.
SECTION 9 – Financial Statements and
Exhibits
| Item 9.01 |
Financial Statements and Exhibits. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Star Alliance International Corp.
/s/ Richard Carey
Richard Carey
Chief Executive Officer
Date: March, 10, 2023
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